Exhibit 4.1

                                                              July 9, 2004

Wegener Communications, Inc.
11350 Technology Circle
Duluth, Georgia  30155

         RE:  SIXTH AMENDMENT - REVISED

Gentlemen:

      WEGENER  COMMUNICATIONS,  INC.,  a Georgia  corporation  ("Borrower")  and
LaSalle Bank National Association,  a national banking association ("Bank") have
entered into that certain  Loan and Security  Agreement  dated June 5, 1996 (the
"Security Agreement"). From time to time thereafter,  Borrower and Bank may have
executed   various   amendments   (each  an  "Amendment"  and  collectively  the
"Amendments")  to  the  Security  Agreement  (the  Security  Agreement  and  the
Amendments  hereinafter  are referred  to,  collectively,  as the  "Agreement").
Borrower and Bank now desire to further amend the Agreement as provided  herein,
subject to the terms and conditions hereinafter set forth.

      NOW,  THEREFORE,  in consideration of the foregoing  recitals,  the mutual
covenants  and   agreements  set  forth  herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

            1. The Agreement hereby is amended as follows:

      (A) The first  grammatical  sentence of  Paragraph 9 of the  Agreement  is
deleted in its entirety and the following is substituted in its place:

                  9.    TERMINATION:  This Agreement shall be in effect from the
                        date hereof  until June 30, 2006 (the  "Original  Term")
                        and shall  automatically  renew itself from year to year
                        thereafter (each such one-year renewal being referred to
                        herein as a "Renewal Term") unless (a) Bank makes demand
                        for  repayment  prior to the end of the Original Term or
                        the then current Renewal Term; provided, however, absent
                        an Event of Default,  Bank shall give  Borrower at least
                        one hundred twenty (120) days notice of its intention to
                        demand the Loans or terminate  this  Agreement  prior to
                        the end of the Original Term or the then current Renewal
                        Term; (b) the due date of the Liabilities is accelerated
                        pursuant to paragraph 13 hereof; or (c) Borrower prepays
                        all of the Liabilities  prior to the end of the Original
                        Term or the then current  Renewal Term and by paying all
                        of the Liabilities in full on the last day of such term.


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Wegener Communications, Inc.
July 9, 2004
Page 2

      (B) Paragraph (1) of Exhibit A of the Agreement is deleted in its entirety
and the following is substituted in its place:

            (1) LOAN LIMITS: Bank may, in its sole discretion, advance an amount
up to the sum of the following sublimits (the "Loan Limit"):

                  (A)   Subject to subparagraph  (4)(a) of this Exhibit A, up to
                        eighty  percent  (80%) of the face amount (less  maximum
                        discounts,  credits and allowances which may be taken by
                        or granted to Account  Debtors in connection  therewith)
                        of Borrower's Eligible Accounts; plus

                  (B)   Subject to subparagraph  (4)(b) of this Exhibit A, up to
                        eighty  percent  (80%) of the face amount (less  maximum
                        discounts,  credits and allowances which may be taken by
                        or granted to Account  Debtors in connection  therewith)
                        of Borrower's Eligible Accounts or Five Hundred Thousand
                        and No/100  Dollars  ($500,000.00),  whichever  is less;
                        plus

                  (C)   Subject to subparagraph  (5)(a) of this Exhibit A, up to
                        twenty  percent (20%) of the lower of the cost or market
                        value of Borrower's Eligible Inventory; plus ----

                  (D)   Subject to subparagraph  (5)(b) of this Exhibit A, up to
                        twenty  percent (20%) of the lower of the cost or market
                        value of Borrower's Eligible Inventory; plus ----

                  (E)   Subject to subparagraph  (5)(c) of this Exhibit A, up to
                        forty  percent  (40%) of the lower of the cost or market
                        value of Borrower's Eligible Inventory; plus

                  (F)   Subject to subparagraph  (5)(d) of this Exhibit A, up to
                        fifty  percent  (50%) of the lower of the cost or market
                        value of Borrower's Eligible Inventory; plus


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Wegener Communications, Inc.
July 9, 2004
Page 3

                  (G)   Subject to subparagraph  (2)(a) of this Exhibit A, up to
                        eighty  percent  (80%)  of  the  purchase  price  of the
                        Equipment  purchased  with such  advances  (exclusive of
                        sales  taxes,  delivery  charges and other  "soft" costs
                        related to such purchases),  to be used by Borrower from
                        time to time to purchase new  Equipment,  or One Million
                        and No/100 Dollars  ($1,000,000.00),  whichever is less;
                        provided,   that  prior  to  any   advance   under  this
                        subparagraph,  Borrower shall furnish to Bank an invoice
                        and acceptance  letter for the Equipment being purchased
                        and shall have  executed  such  documents and taken such
                        other  actions as Bank shall require to assure that Bank
                        has  a  first  perfected   security   interest  in  such
                        Equipment; and further provided, that each advance under
                        this  subparagraph  shall  equal or exceed  One  Hundred
                        Thousand  and No/100  Dollars  ($100,000.00)  and may be
                        made not more frequently than quarterly; plus ----

                  (H)   Up to fifty  percent  (50%)  against  the face amount of
                        commercial  Letters  of  Credit  issued  by Bank for the
                        purpose of purchasing Eligible Inventory; provided, that
                        such  commercial  Letters  of  Credit  are in  form  and
                        substance satisfactory to Bank; minus

                  (I)   Such reserve as Bank elects, in its sole discretion,  to
                        establish from time to time;

                        provided,  that  the  aggregate  amount  of  Loans  made
                        pursuant to subparagraphs (1)(c), (1)(d), (1)(e), (1)(f)
                        and 1(h) of this Exhibit A shall in no event exceed Five
                        Million and No/100 Dollars ($5,000,000.00);

                        further provided, that the aggregate Loan Limit shall in
                        no  event  exceed  FIVE   MILLION  AND  NO/100   DOLLARS
                        ($5,000,000.00),  except as such amount may be increased
                        or decreased by Bank, in its sole discretion,  from time
                        to time.


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Wegener Communications, Inc.
July 9, 2004
Page 4

      (C)  Paragraph  (1) of  Exhibit A of the  Agreement  is amended to add the
following provision:

            (1).(1) LETTERS OF CREDIT:  Subject to the terms and  conditions  of
                    the   Agreement,   including   Exhibit   A,  and  the  Other
                    Agreements,  during the Original  Term or any Renewal  Term,
                    Bank may,  in its sole  discretion  from time to time issue,
                    upon Borrower's  request,  commercial and/or standby Letters
                    of Credit;  provided, that the aggregate undrawn face amount
                    of all such  Letters of Credit  shall at no time exceed FIVE
                    MILLION   AND   NO/100   DOLLARS   ($5,000,000.00).   Bank's
                    contingent  liability  under the  Letters  of  Credit  shall
                    automatically  reduce,  dollar for dollar,  the amount which
                    Borrower  may  borrow  pursuant  to  paragraph  (1)  hereof.
                    Payments made by Bank to any Person on account of any Letter
                    of Credit shall constitute Loans hereunder. At no time shall
                    the  aggregate of direct Loans by Bank to Borrower  plus the
                    contingent  liability of Bank under the outstanding  Letters
                    of Credit be in excess  of the Loan  Limit.  Borrower  shall
                    remit to Bank a Letter of Credit fee equal to  ONE-FOURTH OF
                    ONE PERCENT (1/4TH OF 1%) per month on the aggregate undrawn
                    face amount of all Letters of Credit outstanding,  which fee
                    shall  be  payable  monthly  in  arrears  on each  day  that
                    interest is payable  hereunder.  Borrower  shall also pay on
                    demand Bank's normal and  customary  administrative  charges
                    for issuance of any Letter of Credit.

      (D)  Subparagraphs  (7)(a) and (7)(b) of  Exhibit A of the  Agreement  are
deleted in their entirety and the following is substituted in their place:

            (A)   FACILITIES  FEES:   Borrower  shall  pay  to  Bank  an  annual
                  facilities fees equal to  three-fourths of one percent (3/4ths
                  of 1%) of the aggregate  Loan Limit,  which fee shall be fully
                  earned by Bank and  payable on June 3,  2005,  and on the same
                  day of each year  thereafter  during the Original Term and any
                  Renewal Term.

            (B)   TRANSACTION  FEE:  Borrower  shall  pay  to  Bank  a  one-time
                  transaction  fee in the  amount  of Five  Hundred  and  No/100
                  Dollars ($500.00),  which fee shall be fully earned by Bank on
                  the date of this Amendment and payable on July 31, 2004.


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Wegener Communications, Inc.
July 9, 2004
Page 5

      (E) Paragraph (9) of Exhibit A of the Agreement is deleted in its entirety
and the following is substituted in its place:

            (9)   Notwithstanding  the  provision of  subparagraph  11(o) of the
                  Agreement.  Wegener  Corporation shall at all times maintain a
                  Tangible Net Worth equal to the Minimum  Tangible Net Worth as
                  hereafter  defined.  At all times from August 30, 2003 through
                  August 31,  2004  "Minimum  Tangible  Net Worth"  shall  equal
                  $7,500,000.00.  Thereafter,  from  August  31st of  each  year
                  through August 30th of the following  year,  Minimum  Tangible
                  Net  Worth  shall  be  equal  to the  greater  of (1)  Wegener
                  Corporation's   Tangible   Net  Worth  as  shown  on   Wegener
                  Corporation's  reviewed year-end  financial  statement for the
                  immediately preceding fiscal year (which shall be delivered to
                  Bank in form and substance  satisfactory to Bank no later than
                  November 30th of each year),  or (2) the Minimum  Tangible Net
                  Worth as of the last day of the immediately  preceding  fiscal
                  year,  plus Two  Hundred  Fifty  Thousand  and No/100  Dollars
                  ($250,000.00). "TANGIBLE NET WORTH" being defined for purposes
                  of this paragraph as Wegener's shareholders' equity (including
                  retained  earnings)  less  the book  value  of all  intangible
                  assets (as  determined  solely by Bank on a consistent  basis)
                  plus the  amount of any LIFO  reserve  plus the  amount of any
                  debt  subordinated to Bank, all as determined  under generally
                  accepted  accounting  principles applied on a basis consistent
                  with the financial statement dated February 28, 2004 except as
                  set forth herein.  The  measurement  for Minimum  Tangible Net
                  Worth shall be determined solely by Bank at the end of each of
                  Wegener Corporation's fiscal years.

      (F)  Paragraph  (13),(1)  of  Exhibit A of the  Agreement  entitled  "REAL
PROPERTY LOAN" is deleted in its entirety and the phrase "INTENTIONALLY OMITTED"
is substituted in its place.

            2.    This Amendment shall not become effective until fully executed
                  by all parties hereto.


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Wegener Communications, Inc.
July 9, 2004
Page 6

            3.    Except  as   expressly   amended   hereby  and  by  any  other
                  supplemental documents or instruments executed by either party
                  hereto in order to effectuate  the  transactions  contemplated
                  hereby,  the  Agreement  and  Exhibit  A  thereto  hereby  are
                  ratified  and  confirmed  by the parties  hereto and remain in
                  full force and effect in accordance with the terms thereof.

                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      A NATIONAL BANKING ASSOCIATION

                                      By:____________________________

                                      Title:_________________________

Accepted and agreed to this
____ day of July, 2004.

WEGENER COMMUNICATIONS, INC.


By:_________________________
   ROBERT A. PLACEK
Title: President


By:_________________________
   C. TROY WOODBURY, JR.
Title: Treasurer

Consented  and agreed to by the following  guarantor of the  obligations
of WEGENER COMMUNICATIONS, INC. to LaSalle Bank National Association.

WEGENER CORPORATION


By:_____________________________
   ROBERT A. PLACEK
Title: President and CEO
Date: July ___, 2004